Obligation CBIC 0% ( US13605WPB18 ) en USD

CBIC

100 % ▼

Canada

US13605WPB18 ( en USD )

05/02/2024 - Obligation échue

Prospectus brochure de l'obligation CIBC US13605WPB18 en USD 0%, échue

1 000 USD

3 252 000 USD

13605WPB1

N/A

La Banque CIBC (Canadian Imperial Bank of Commerce) est une grande banque commerciale canadienne offrant une gamme complète de services financiers, y compris des services bancaires aux particuliers et aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux.

Une obligation spécifique, identifiée par le code ISIN US13605WPB18 et le code CUSIP 13605WPB1, émise par la Banque Canadienne Impériale de Commerce (CIBC), une institution financière majeure au Canada dotée d'une présence internationale significative, reconnue pour ses services bancaires aux particuliers et aux entreprises ainsi que ses activités de marchés de capitaux, a récemment atteint sa pleine maturité le 5 février 2024, date à laquelle elle a été intégralement remboursée à son prix nominal de 100% sur le marché; cette émission, originaire du Canada et libellée en dollars américains (USD), représentait un montant total de 3 252 000 USD, avec une taille minimale d'acquisition fixée à 1 000 USD par souscripteur, et bien que son taux d'intérêt nominal ait été de 0% et que la fréquence de paiement des intérêts ait été indiquée à 2, son remboursement effectif à l'échéance confirme son cycle de vie complet en tant qu'investissement à terme, il étant par ailleurs pertinent de noter que cette obligation n'avait pas fait l'objet d'une notation par l'agence Moody's (NR).

424B2 1 a19-3920_1424b2.htm 424B2

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216286

PRICING SUPPLEMENT No. WF-66 dated January 31, 2019
(To Prospectus Supplement dated November 6, 2018
and Prospectus dated March 28, 2017)

Canadian Imperial Bank of Commerce

Senior Global Medium-Term Notes

Market Linked Securities--Leveraged Upside Participation to a Cap and
Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

¢
Linked to the S&P 500® Index

¢
Unlike ordinary debt securities, the securities do not pay interest at a specified rate or repay a fixed amount of principal at maturity. Instead,
the securities provide for a payment at maturity that may be greater than, equal to or less than the principal amount of the securities,
depending on the performance of the Index from its starting level to its ending level. The payment at maturity will reflect the following
terms:

If the level of the Index increases, you will receive the principal amount plus 150% participation in the upside performance of the Index,
subject to a maximum total return at maturity of 57% of the principal amount

If the level of the Index does not change or decreases but the decrease is not more than 15%, you will be repaid the principal amount

If the level of the Index decreases by more than 15%, you will receive less than the principal amount and have 1-to-1 downside
exposure to the decrease in the level of the Index in excess of 15%

¢
Investors may lose up to 85% of the principal amount

¢
All payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce and you will have no ability to pursue
any securities included in the Index for payment; if Canadian Imperial Bank of Commerce defaults on its obligations, you could lose all or
some of your investment

¢
No periodic interest payments or dividends

¢
No exchange listing; designed to be held to maturity

The securities have complex features and investing in the securities involves risks not associated with an investment in conventional debt securities.
See "Risk Factors" herein on page PRS-10.

The securities are unsecured obligations of Canadian Imperial Bank of Commerce and all payments on the securities are subject to the credit risk of Canadian Imperial Bank
of Commerce. The securities will not constitute deposits insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation or any other
government agency or instrumentality of Canada, the United States or any other jurisdiction. The securities are not bail-inable notes (as defined on page S-2 of the prospectus
supplement).

Neither the Securities and Exchange Commission (the "SEC") nor any state or provincial securities commission has approved or disapproved of these securities or determined
if this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Underwriting Discount and
Proceeds to Canadian
Principal amount(1)
Commission(2)
Imperial Bank of Commerce

Per Security
$1,000.00
$43.60
$956.40

Total
$3,252,000.00
$141,787.20
$3,110,212.80
(1) Our estimated value of the securities on the pricing date, based on our internal pricing models, is $943.50 per security. The estimated value is less than the principal amount of the securities. See "The Estimated
Value of the Securities" in this pricing supplement.
(2) The agent, Wells Fargo Securities, LLC ("Wells Fargo Securities"), will receive an underwriting discount of $43.60 per security. The agent may resell the securities to other securities dealers at the principal
amount less a concession not in excess of $25.00 per security. Such securities dealers may include Wells Fargo Advisors ("WFA") (the trade name of the retail brokerage business of Wells Fargo Clearing
Services, LLC and Wells Fargo Advisors Financial Network, LLC, each an affiliate of Wells Fargo Securities). In addition to the selling concession allowed to WFA, the agent will pay $1.20 per security of the
underwriting discount to WFA as a distribution expense fee for each security sold by WFA. See "Use of Proceeds and Hedging" and "Supplemental Plan of Distribution" in this pricing supplement for
information regarding how we may hedge our obligations under the securities.

Wells Fargo Securities

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
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Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

ABOUT THIS PRICING SUPPLEMENT

You should read this pricing supplement together with the prospectus dated March 28, 2017 and the prospectus supplement dated November 6,
2018, relating to our Senior Global Medium-Term Notes, of which these securities are a part, for additional information about the securities.
Information included in this pricing supplement supersedes information in the prospectus supplement and prospectus to the extent it is different
from that information. Certain defined terms used but not defined herein have the meanings set forth in the prospectus supplement and prospectus.

You should rely only on the information contained in or incorporated by reference in this pricing supplement, the accompanying prospectus
supplement and the accompanying prospectus. This pricing supplement may be used only for the purpose for which it has been prepared. No one is
authorized to give information other than that contained in this pricing supplement, the accompanying prospectus supplement and the
accompanying prospectus, and in the documents referred to in this pricing supplement, the prospectus supplement and the prospectus and which are
made available to the public. We have not, and Wells Fargo Securities has not, authorized any other person to provide you with different or
additional information. If anyone provides you with different or additional information, you should not rely on it.

We are not, and Wells Fargo Securities is not, making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information contained in or incorporated by reference in this pricing supplement, the accompanying prospectus
supplement or the accompanying prospectus is accurate as of any date other than the date of the applicable document. Our business, financial
condition, results of operations and prospects may have changed since that date. Neither this pricing supplement, nor the accompanying prospectus
supplement, nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or on behalf of Wells Fargo Securities, to
subscribe for and purchase any of the securities and may not be used for or in connection with an offer or solicitation by anyone in any jurisdiction
in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

References to "CIBC," "the Issuer," "the Bank," "we," "us" and "our" in this pricing supplement are references to Canadian Imperial Bank of
Commerce and not to any of our subsidiaries, unless we state otherwise or the context otherwise requires.

You may access the prospectus supplement and prospectus on the SEC website www.sec.gov as follows (or if such address has changed, by
reviewing our filing for the relevant date on the SEC website):

·
Prospectus Supplement dated November 6, 2018 and Prospectus dated March 28, 2017:

https://www.sec.gov/Archives/edgar/data/1045520/000110465918066166/a18-37094_1424b2.htm

PRS-2

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

INVESTMENT DESCRIPTION

The Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024 (the "securities") are senior unsecured debt securities of
Canadian Imperial Bank of Commerce that do not pay interest at a specified rate or repay a fixed amount of principal at maturity. Instead, the
securities provide for a payment at maturity that may be greater than, equal to or less than the principal amount of the securities depending on the
performance of the S&P 500® Index (the "Index") from its starting level on the pricing date to its ending level on the calculation date. The
securities provide:

(i)
the possibility of a 150% leveraged return at maturity if the level of the Index increases from its starting level to its ending level,
provided that the total return at maturity of the securities will not exceed the maximum total return of 57% of the principal
amount;

(ii)
repayment of principal if, and only if, the ending level of the Index is not less than the starting level by more than 15%; and

(iii)
1-to-1 downside exposure to decreases in the level of the Index if and to the extent the ending level is less than the starting level
by more than 15%.

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If the ending level is less than the starting level by more than 15%, you will receive at maturity less, and up to 85% less, than the principal
amount of your securities. All payments on the securities are subject to the credit risk of Canadian Imperial Bank of Commerce.

The Index is a capitalization-weighted index of 500 U.S. stocks. It is designed to measure performance of the broad domestic economy through
changes in the aggregate market value of 500 stocks representing all major industries.

The Index was developed by S&P Dow Jones Indices LLC (the "Index sponsor" or "S&P") and is calculated, maintained and published by S&P.
"S&P 500® Index" is a trademark of S&P and has been licensed for use by CIBC. The securities are not sponsored, endorsed, sold, or promoted by
S&P and S&P makes no representation regarding the advisability of investing in the securities. See "The S&P 500® Index" in this pricing
supplement for additional information.

PRS-3

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

INVESTOR CONSIDERATIONS

We have designed the securities for investors who:

·
seek 150% leveraged exposure to any upside performance of the Index if the ending level is greater than the starting level, subject to the

maximum total return at maturity of 57% of the principal amount;
·
desire to limit downside exposure to the Index through the 15% buffer;

·
understand that if the ending level is less than the starting level by more than 15%, they will receive at maturity less, and up to 85% less,

than the principal amount per security;
·
are willing to forgo periodic interest payments on the securities and dividends on securities included in the Index; and

·
are willing to hold the securities until maturity.

The securities are not designed for, and may not be a suitable investment for, investors who:

·
seek a liquid investment or are unable or unwilling to hold the securities to maturity;

·
are unwilling to accept the risk that the ending level of the Index may decrease by more than 15% from the starting level;

·
seek uncapped exposure to the upside performance of the Index;

·
seek full return at maturity of the principal amount of the securities;

·
are unwilling to purchase securities with an estimated value as of the pricing date that is lower than the principal amount;

·
seek current income (including income in the form of periodic interest payments);

·
are unwilling to accept the risk of exposure to the large capitalization segment of the U.S. equity market;

·
seek exposure to the Index but are unwilling to accept the risk/return trade-offs inherent in the payment at stated maturity for the

securities;
·
are unwilling to accept the credit risk of Canadian Imperial Bank of Commerce to obtain exposure to the Index generally, or to the

exposure to the Index that the securities provide specifically; or
·
prefer the lower risk of fixed income investments with comparable maturities issued by companies with comparable credit ratings.

PRS-4

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

TERMS OF THE SECURITIES

The information in this "Terms of the Securities" section is only a summary and is qualified by the more detailed information set forth in this
pricing supplement, the prospectus supplement dated November 6, 2018 and the prospectus dated March 28, 2017, each filed with the SEC. See
"About This Pricing Supplement" in this pricing supplement.

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Market Measure:
S&P 500® Index (Bloomberg ticker symbol "SPX")

Pricing Date:
January 31, 2019

Issue Date:
February 5, 2019

Principal Amount:
$1,000 per security. References in this pricing supplement to a "security" are to a security with a face amount of $1,000.

On the stated maturity date, you will be entitled to receive a cash payment per security in U.S. dollars equal to the
redemption amount. The "redemption amount" per security will equal:

· if the ending level is greater than the starting level: the lesser of:

(i) $1,000 plus:

Redemption

Amount:
(ii) the capped value;

· if the ending level is less than or equal to the starting level, but greater than or equal to the threshold level: $1,000; or

· if the ending level is less than the threshold level: $1,000 minus:

If the ending level is less than the threshold level, you will receive at stated maturity less, and up to 85% less, than
the principal amount of your securities.

February 5, 2024. If a market disruption event occurs and is continuing on the calculation date, the stated maturity date
will be postponed until the later of (i) February 5, 2024 and (ii) three business days after the ending level is determined.
Stated Maturity
See "Additional Terms of the Securities--Market Disruption Events" in this pricing supplement. The securities are not
Date:
subject to redemption at the option of Canadian Imperial Bank of Commerce or repayment at the option of any holder of
the securities prior to the stated maturity date.

PRS-5

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

2,704.10, the closing level of the Index on the pricing date. The "closing level" of the Index on any trading day means the
Starting Level:
official closing level of the Index as reported by the Index sponsor on such trading day.

Ending Level:
The "ending level" will be the closing level of the Index on the calculation date.

157% of the principal amount per security ($1,570 per security). As a result of the capped value, the maximum total
Capped Value:
return at maturity of the securities will be 57% of the principal amount.

Threshold Level:
2,298.485, which is equal to 85% of the starting level.
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Participation Rate:
150%

January 29, 2024 or, if such day is not a trading day, the next succeeding trading day. The calculation date is subject to
postponement due to the occurrence of a market disruption event. See "Additional Terms of the Securities--Market
Disruption Events." A "trading day" means a day, as determined by the calculation agent, on which (i) the Index sponsor
Calculation Date:
is scheduled to publish the level of the Index and (ii) each related futures or options exchange is scheduled to be open for
trading for its regular trading session. The "relevant stock exchange" for any security underlying the Index means the
primary exchange or quotation system on which such security is traded, as determined by the calculation agent. The
"related futures or options exchange" for the Index means an exchange or quotation system where trading has a material
effect (as determined by the calculation agent) on the overall market for futures or options contracts relating to the Index.

Canadian Imperial Bank of Commerce. We may appoint a different calculation agent without your consent and without
notifying you.

All determinations made by the calculation agent will be at the sole discretion of it, and, in the absence of manifest error,
Calculation Agent:
will be conclusive for all purposes and binding on us and you. All percentages and other amounts resulting from any
calculation with respect to the securities will be rounded at the calculation agent's discretion. The calculation agent will
have no liability for its determinations.

A Monday, Tuesday, Wednesday, Thursday or Friday that is neither a legal holiday nor a day on which banking
Business Day:
institutions are authorized or obligated by law, regulation or order to close in New York or Toronto.

No Listing:
The securities will not be listed on any securities exchange or quoted on any automated quotation system.

PRS-6

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

Clearance and
The Depository Trust Company ("DTC")
Settlement:

By purchasing the securities, each holder agrees to treat them as pre-paid cash-settled derivative contracts for U.S.
federal income tax purposes. Assuming this treatment is respected, gain or loss recognized on the securities should be
treated as long-term capital gain or loss if the holder has held the securities for more than a year. However, if the Internal
Revenue Service were successful in asserting an alternative treatment of the securities, the tax consequences of the
ownership and disposition of the securities might be materially and adversely affected. As described below under
"Certain United States Federal Income Tax Considerations," in 2007, the U.S. Treasury Department and the Internal
Revenue Service released a notice requesting comments on various issues regarding the U.S. federal income tax
Material U.S. Tax
treatment of "prepaid forward contracts" and similar instruments. Any Treasury regulations or other guidance
Consequences:
promulgated after consideration of these issues could materially and adversely affect the tax consequences of an
investment in the securities, including the character and timing of income or loss and the degree, if any, to which income
realized by non-U.S. persons should be subject to withholding tax, possibly with retroactive effect. Both U.S. and non-
U.S. persons considering an investment in the securities should review carefully the section of this pricing supplement
entitled "Certain United States Federal Income Tax Considerations" and consult their tax advisors regarding the U.S.
federal tax consequences of an investment in the securities (including possible alternative treatments and the issues
presented by the notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction.

Benefit Plan Investor
For a discussion of benefit plan investor considerations, please see "Certain U.S. Benefit Plan Investor Considerations"
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Considerations:
in the accompanying prospectus.

Wells Fargo Securities. The agent may resell the securities to other securities dealers, including securities dealers acting

as custodians, at the principal amount of the securities less a concession of not in excess of $25 per security. Such

securities dealers may include WFA (the trade name of the retail brokerage business of Wells Fargo Clearing Services,
Agent:
LLC and Wells Fargo Advisors Financial Network, LLC, each an affiliate of Wells Fargo Securities). In addition to the
selling concession allowed to WFA, Wells Fargo Securities will pay $1.20 per security of the underwriting discount to
WFA as a distribution expense fee for each security sold by WFA.

Denominations:
$1,000 and any integral multiple of $1,000.

CUSIP / ISIN:
13605WPB1 / US13605WPB18

PRS-7

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

DETERMINING PAYMENT AT MATURITY

On the stated maturity date, you will receive a cash payment per security (the redemption amount) calculated as follows:

PRS-8

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024
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HYPOTHETICAL PAYOUT PROFILE

The following profile is based on the capped value of 157% or $1,570 per security, the participation rate of 150% and the threshold level equal to
85% of the starting level. This graph has been prepared for purposes of illustration only. Your actual return will depend on the actual ending level
and whether you hold your securities to maturity.

PRS-9

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

RISK FACTORS

The securities have complex features and investing in the securities will involve risks not associated with an investment in conventional debt
securities or the securities that comprise the Index. You should carefully consider the risk factors set forth below as well as the other information
contained in this pricing supplement and the accompanying prospectus supplement and prospectus, including the documents they incorporate by
reference. As described in more detail below, the value of the securities may vary considerably before the stated maturity date due to events that
are difficult to predict and are beyond our control. You should reach an investment decision only after you have carefully considered with your
advisors the suitability of an investment in the securities in light of your particular circumstances.

If The Ending Level Is Less Than The Threshold Level, You Will Receive At Maturity Less, And Up To 85% Less, Than The Principal
Amount Of Your Securities.

We will not repay you a fixed amount on the securities on the stated maturity date. The redemption amount will depend on the direction of and
percentage change in the ending level of the Index relative to the starting level and the other terms of the securities. Because the level of the Index
will be subject to market fluctuations, the redemption amount you receive may be more or less, and possibly significantly less, than the principal
amount of your securities.

If the ending level is less than the threshold level, the redemption amount that you receive at stated maturity will be reduced by an amount equal to
the decline in the level of the Index to the extent it is below the threshold level (expressed as a percentage of the starting level). The threshold level
is 85% of the starting level. As a result, you may receive less, and up to 85% less, than the principal amount per security at maturity even if the
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level of the Index is greater than or equal to the starting level or the threshold level at certain times during the term of the securities.

Even if the ending level is greater than the starting level, the amount you receive at stated maturity may only be slightly greater than the principal
amount, and your yield on the securities may be less than the yield you would earn if you bought a traditional interest-bearing debt security of
Canadian Imperial Bank of Commerce or another issuer with a similar credit rating with the same stated maturity date.

Your Return Will Be Limited By The Capped Value And May Be Lower Than The Return On A Direct Investment In The Index.

The opportunity to participate in the possible increases in the level of the Index through an investment in the securities will be limited because the
redemption amount will not exceed the capped value. Furthermore, the effect of the participation rate will be progressively reduced for all ending
levels exceeding the ending level at which the capped value is reached.

Your Return On The Securities Could Be Less Than If You Owned Securities Included In The Index.

Your return on the securities will not reflect the return you would realize if you actually owned the securities included in the Index and received
the dividends and other payments paid on those securities. This is in part because the redemption amount payable at stated maturity will be
determined by reference to the ending level of the Index, which will be calculated by reference to the prices of the securities in the Index without
taking into consideration the value of dividends and other payments paid on those securities. In addition, the redemption amount will not be greater
than the capped value.

No Periodic Interest Will Be Paid On The Securities.

No periodic interest will be paid on the securities. However, if the securities were classified for U.S. federal income tax purposes as contingent
payment debt instruments rather than prepaid forward contracts, you would be required to accrue interest income over the term of your securities.
See "Certain United States Federal Income Tax Considerations" in this pricing supplement.

PRS-10

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

The Securities Are Subject To The Credit Risk Of Canadian Imperial Bank of Commerce.

The securities are our obligations exclusively and are not, either directly or indirectly, an obligation of any third party. Any amounts payable under
the securities are subject to our creditworthiness, and you will have no ability to pursue any securities included in the Index for payment. As a
result, our actual and perceived creditworthiness and actual or anticipated decreases in our credit ratings may affect the value of the securities and,
in the event we were to default on our obligations, you may not receive any amounts owed to you under the terms of the securities.

The Estimated Value Of The Securities Is Not An Indication Of The Price, If Any, At Which Wells Fargo Securities Or Any Other Person
May Be Willing To Buy The Securities From You In The Secondary Market.

The price, if any, at which Wells Fargo Securities or any of its affiliates may purchase the securities in the secondary market will be based on
Wells Fargo Securities' proprietary pricing models and will fluctuate over the term of the securities as a result of changes in the market and other
factors described in the next risk factor. Any such secondary market price for the securities will also be reduced by a bid-offer spread, which may
vary depending on the aggregate principal amount of the securities to be purchased in the secondary market transaction, and the expected cost of
unwinding any related hedging transactions. Unless the factors described in the next risk factor change significantly in your favor, any such
secondary market price for the securities will likely be less than the principal amount.

If Wells Fargo Securities or any of its affiliates makes a secondary market in the securities at any time up to the issue date or during the three-
month period following the issue date, the secondary market price offered by Wells Fargo Securities or any of its affiliates will be increased by an
amount reflecting a portion of the costs associated with selling, structuring, hedging and issuing the securities that are included in the principal
amount. Because this portion of the costs is not fully deducted upon issuance, any secondary market price offered by Wells Fargo Securities or any
of its affiliates during this period will be higher than it would be if it were based solely on Wells Fargo Securities' proprietary pricing models less
the bid-offer spread and hedging unwind costs described above. The amount of this increase in the secondary market price will decline steadily to
zero over this three-month period. If you hold the securities through an account at Wells Fargo Securities or one of its affiliates, we expect that this
increase will also be reflected in the value indicated for the securities on your brokerage account statement. If you hold your securities through an
account at a broker-dealer other than Wells Fargo Securities or any of its affiliates, the value of the securities on your brokerage account statement
may be different than if you held your securities at Wells Fargo Securities or any of its affiliates.
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The Value Of The Securities Prior To Stated Maturity Will Be Affected By Numerous Factors, Some Of Which Are Related In Complex
Ways.

The value of the securities prior to stated maturity will be affected by the level of the Index at that time, interest rates at that time and a number of
other factors, some of which are interrelated in complex ways. The effect of any one factor may be offset or magnified by the effect of another
factor. The following factors, among others, are expected to affect the value of the securities. When we refer to the "value" of your security, we
mean the value you could receive for your security if you are able to sell it in the open market before the stated maturity date.

· Index Performance. The value of the securities prior to maturity will depend substantially on the level of the Index. The price at
which you may be able to sell the securities before stated maturity may be at a discount, which could be substantial, from their
principal amount, if the level of the Index at such time is less than, equal to or not sufficiently above its starting level.

· Capped Value. We anticipate that the value of the securities will always be at a discount to the capped value.

· Interest Rates. The value of the securities may be affected by changes in the interest rates in the U.S. markets.

PRS-11

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

· Volatility Of The Index. Volatility is the term used to describe the size and frequency of market fluctuations. The value of the
securities may be affected if the volatility of the Index changes.

· Time Remaining To Maturity. The value of the securities at any given time prior to maturity will likely be different from that
which would be expected based on the then-current level of the Index. This difference will most likely reflect a discount due to
expectations and uncertainty concerning the level of the Index during the period of time still remaining to the maturity date. In general,
as the time remaining to maturity decreases, the value of the securities will approach the amount that could be payable at maturity
based on the then-current level of the Index.

· Dividend Yields On Securities Included In The Index. The value of the securities may be affected by the dividend yields on
securities included in the Index.

· Events Involving Companies Included In The Index. General economic conditions and earnings results of the companies
whose stocks are included in the Index and real or anticipated changes in those conditions or results may affect the value of the
securities. Additionally, as a result of a merger or acquisition, one or more of the stocks in the Index may be replaced with a surviving
or acquiring entity's securities. The surviving or acquiring entity's securities may not have the same characteristics as the stock
originally included in the Index.

· Our Credit Ratings, Financial Condition And Results Of Operation. Actual or anticipated changes in our credit ratings,
financial condition or results of operation may affect the value of the securities. However, because the return on the securities is
dependent upon factors in addition to our ability to pay our obligations under the securities, such as the level of the Index, an
improvement in our credit ratings, financial condition or results of operation will not reduce the other investment risks related to the
securities.

You should understand that the impact of one of the factors specified above, such as a change in interest rates, may offset some or all of any change
in the value of the securities attributable to another factor, such as a change in the level of the Index.

Our Estimated Value Of The Securities Is Lower Than The Principal Amount Of The Securities.

Our estimated value is only an estimate using several factors. The principal amount of the securities exceeds our estimated value because costs
associated with selling and structuring the securities, as well as hedging the securities, are included in the principal amount of the securities. See
"The Estimated Value of the Securities" in this pricing supplement.

Our Estimated Value Does Not Represent Future Values Of The Securities And May Differ From Others' Estimates.

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Our estimated value of the securities was determined by reference to our internal pricing models when the terms of the securities were set. This
estimated value was based on market conditions and other relevant factors existing at that time and our assumptions about market parameters,
which can include volatility, dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for
the securities that are greater than or less than our estimated value. In addition, market conditions and other relevant factors in the future may
change, and any assumptions may prove to be incorrect. On future dates, the value of the securities could change significantly based on, among
other things, changes in market conditions, our creditworthiness, interest rate movements and other relevant factors, which may impact the price, if
any, at which Wells Fargo Securities or any other person would be willing to buy securities from you in secondary market transactions. See "The
Estimated Value of the Securities" in this pricing supplement.

Our Estimated Value Was Not Determined By Reference To Credit Spreads For Our Conventional Fixed-Rate Debt.

The internal funding rate used in the determination of our estimated value generally represents a discount from the credit spreads for our
conventional fixed-rate debt. If we were to have used the interest rate implied by our conventional fixed-rate credit spreads, we would expect the
economic terms of the securities to be more favorable to you. Consequently, our use of an internal funding rate had an adverse effect on the terms
of the securities and could have an adverse effect on any secondary market prices of the securities. See "The Estimated Value of the Securities" in
this pricing supplement.

PRS-12

Market Linked Securities--Leveraged Upside Participation
to a Cap and Fixed Percentage Buffered Downside
Principal at Risk Securities Linked to the S&P 500® Index due February 5, 2024

The Securities Will Not Be Listed On Any Securities Exchange And We Do Not Expect A Trading Market For The Securities To Develop.

The securities will not be listed or displayed on any securities exchange or any automated quotation system. Although Wells Fargo Securities
and/or its affiliates may purchase the securities from holders, they are not obligated to do so and are not required to make a market for the
securities. There can be no assurance that a secondary market will develop. Because we do not expect that any market makers will participate in a
secondary market for the securities, the price at which you may be able to sell your securities is likely to depend on the price, if any, at which
Wells Fargo Securities and/or its affiliates are willing to buy your securities.

If a secondary market does exist, it may be limited. Accordingly, there may be a limited number of buyers if you decide to sell your securities prior
to stated maturity. This may affect the price you receive upon such sale. Consequently, you should be willing to hold the securities to stated
maturity.

Historical Levels Of The Index Should Not Be Taken As An Indication Of The Future Performance Of The Index During The Term Of
The Securities.

The trading prices of the securities included in the Index will determine the redemption amount payable at maturity to you. As a result, it is
impossible to predict whether the ending level of the Index will fall or rise compared to its starting level. Trading prices of the securities included
in the Index will be influenced by complex and interrelated political, economic, financial and other factors that can affect the markets in which
those securities are traded and the values of those securities themselves. Accordingly, any historical levels of the Index do not provide an indication
of the future performance of the Index.

Changes That Affect The Index May Adversely Affect The Value Of The Securities And The Amount You Will Receive At Stated
Maturity.

The policies of the Index sponsor concerning the calculation of the Index and the addition, deletion or substitution of securities comprising the
Index and the manner in which the Index sponsor takes account of certain changes affecting such securities may affect the level of the Index and,
therefore, may affect the value of the securities and the redemption amount payable at maturity. The Index sponsor may discontinue or suspend
calculation or dissemination of the Index or materially alter the methodology by which it calculates the Index. Any such actions could adversely
affect the value of the securities.

We Cannot Control Actions By Any Of The Unaffiliated Companies Whose Securities Are Included In The Index.

Actions by any company whose securities are included in the Index may have an adverse effect on the price of its security, the ending level and the
value of the securities. We are not affiliated with any of the companies whose securities are included in the Index. These companies will not be
involved in the offering of the securities and will have no obligations with respect to the securities, including any obligation to take our or your
interests into consideration for any reason. These companies will not receive any of the proceeds of the offering of the securities and will not be
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